The purpose for Number Concepts and Automaticity is to play a key role in determining and addressing the indicators for mathematical success for students in early elementary grades. Number Concepts and Automaticity proposes to isolate predictable factors in mathematical failure and provide the right guidance and practice to overcome the deficiencies. Toward this end, the project will focus on developing mathematical models for children, bringing those models into working memory, and building automaticity with math problems. We propose to research and develop a supplemental math software program for students in grades 1 - 3. The primary purpose of this program will be to provide foundational support for students who struggle in math, although we expect that all students in general education classrooms, and most students in special education, will derive benefit. We will research this program in the Springfield, Ore., schools, where we will work with all students, including those students in key subgroups: special education and English language learners. Our project will focus on software development, implementation strategies, and scientific research. Number Concepts and Automaticity will yield important breakthrough results. It will empower students to form the conceptual models they need, and it will provide differentiated instruction by providing a choice of mathematical models for conceptual development. Students will build fluency as the software employs timing systems that will adjust to individual abilities, including breakthrough accommodations for students with physical impairments that slow their response rate. The software will include built-in universal design features, support for assistive technology, and support for students who are English language learners. The project will be implemented in close coordination with the Springfield schools. We will align our work to district goals, train and support teachers throughout the year-long process, and work with the district to integrate the technology into the elementary math curriculum. A significant experimental study will be conducted by the Pacific Institutes for Research. As a result, the mathematical concept modeling, accuracy analysis, and fluency measures all will be consistent with the expectations of the academic community. The completed project will feature three main components. IntelliTools will develop a rich, elementary mathematics software program that will be sold in the school marketplace. IntelliTools will employ an implementation method that will be fully documented and sold as a product to school districts. Finally, IntelliTools and PIR will conduct an extensive experimental research study that will validate the software and implementation and will elevate the state of the art in elementary mathematics education research. Number Concepts and Automaticity is a research and software development project to isolate predictable factors in mathematical failure for students in grades 1-3 and provide the right guidance and practice to overcome the deficiencies. The project has three components: software development, implementing the product throughout a school district, and subjecting the results to experimental research. [unreadable] [unreadable] [unreadable]